MadLab Technology Licensing Terms & Conditions

MadLab Business Group Inc. (“MadLab”) maintains this web site as a service to its customers. By clicking “I Accept” below, you acknowledge, understand and further agree that you will observe and be willing to be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not review information or obtain documents from this site. This agreement is between MadLab and the customer described in the Order Form (the “Customer”) and consists of the previously signed Agreements titled “Order Form” and “MadLabTechnology Licensing Terms & Conditions”, and any documents referred to in any of these sections (collectively the “Agreement”). If there is any conflict between these documents, the “MadLab Technology Licensing Terms & Conditions” will take precedence.

1.) SERVICES/ACCESS TO SOFTWARE/ UPDATES

Access to Licensed Products via the Site.

MadLab will during the term of this Agreement set up, host, and monitor (the “Services”) a web site (the “Site”) from which Customer and/or its employees can use the MadLab licensed products all as modified from time to time (the “Licensed Products”). Access will be via username and password for each staff member, which Customer and any staff members agree to keep confidential.

Access to Licensed Products via the Site.

MadLab will during the term of this Agreement set up, host, and monitor (the “Services”) a web site (the “Site”) from which Customer and/or its employees can use the MadLab licensed products all as modified from time to time (the “Licensed Products”). Access will be via username and password for each staff member, which Customer and any staff members agree to keep confidential.

“User” Definition. Customer and staff members that have access via a username and password.Maintenance/Updates. MadLab may, in its sole discretion, following regular development and testing to MadLab’s own satisfaction, elect to update the Licensed Products or the Site.

Maintenance/Updates. MadLab may, in its sole discretion, following regular development and testing to MadLab’s own satisfaction, elect to update the Licensed Products or the Site.

Training. MadLab will provide customer training to Customer as specified in the Order Form.

License to Use: MadLab will during the term of this Agreement grant to Customer a non-exclusive, non-transferable, limited license to use the Licensed Products and the Site on the terms, conditions and restrictions contained in this Agreement.

Prohibited Uses and Restrictions: The Licensed Products and the Site and any and all copyright(s), materials, knowledge, know-how and/or techniques relating to the Licensed Products and the Site, as may be modified or enhanced, in whole or in part, other than any data uploaded to the Site by Customer or its contractors or agents, or otherwise provided by Customer, in the course of using the Licensed Products (collectively, the “Customer Data”), is and will remain the sole and absolute property of MadLab. MadLab owns any and all right, title and interest in and to the Licensed Products and the Site. All inventions, discoveries, improvements, software, copyright, know-how or other intellectual property, whether or not patentable or copyrightable, created by MadLab prior to, after the termination of, or during the course of this Agreement pertaining to the Licensed Products and the Site is and will remain the sole and absolute property of MadLab. No right, title or interest in or to any trademark, service mark, logo, or trade name of MadLab is granted to Customer under this Agreement. Without limiting the foregoing Customer shall not, and shall not authorize any third party to:

use the Licensed Products or any part thereof for any purpose other than as a communication management system; or

use, without their expression permission, the name of MadLab in Customer’s advertising, publicity, or otherwise

2.) FEES

The Customer shall pay all charges as specified in the Order Form (or any subsequent bill issued by MadLab) or elsewhere in this Agreement and all applicable taxes, assessments, or government charges relating to the Site and the Licensed Products (the “Fees”). Payment in full, without deduction or set-off, is due on the due date specified in the Order Form (or any subsequent bill issued by MadLab) or, if no due date is specified, within 15 days of the date of this Agreement (or any subsequent bill issued by MadLab). The Customer shall pay interest on all overdue amounts at the simple interest rate of 2% per month. MadLab will seek the Customer’s approval for charges, which materially exceed the Fees. Unless otherwise agreed to by the parties, MadLab will obtain approval for all additional charges which are not outlined in this Agreement. The Fees as specified in the Order Form (or any subsequent bill issued by MadLab) may be adjusted if MadLab is unable to complete the Services as requested.

3.) WARRANTIES, EXCLUSIONS, LIMITATIONS

1.) Warranty and Warranty Exclusions.

MadLab represents, warrants, and covenants that:

MadLab will at all times during the term of this Agreement make the Site and the Licensed Products available to Customer;

the Site and the Licensed Products will substantially conform to the specifications contained in the Licensed Product’s documentation (the “Documentation”). Such warranty shall not apply if the Licensed Products are not used in accordance with the Documentation;

all services provided by MadLab to Customer under this Agreement shall be performed by competent, appropriately qualified and skilled personnel, in a timely, professional, competent and businesslike manner, in compliance with all applicable laws and regulations of MadLab’s jurisdiction, and in accordance with common and prevalent industry practices and the terms of this Agreement;

the Site and Licensed Products will not contain, or result in the creation or insertion of, any Disabling Device (as defined below). For purposes of this Agreement, “Disabling Device” means any virus, timer, clock, counter, trap, time-lock, time-bomb, or other limiting design, instruction, or routine (including any “bots,” “spiders,” “spy-ware,” or “ad-ware”) that would or is intended to erase data or programming or cause any data or programming, or any portion thereof, or any other software, hardware, equipment, or data, to become inoperable or otherwise become incapable of being used in the full manner for which designed, intended, and created; and

the Site and Licensed Products will operate with reasonable response times commonly acceptable in the industry for similar applications.

Except for the limited warranty described above, and to the extent allowed by the applicable law, MadLab provides the Licensed Products and related services on an “as is, where is” basis and makes no express or implied warranties regarding either the Licensed Products or the services. MadLab hereby expressly excludes to the extent possible at law all other warranties, representations and conditions of any kind including without limitation those of non- infringement of third party rights, durability, merchantability, or fitness for any particular purpose and that the use of the Licensed Products and Site will not infringe any patent, copyright, trademark or other rights. No oral advice or written information given by MadLab, or its employees or representatives, will create a warranty nor will Customer rely exclusively on any such information or advice. In particular but without limiting the foregoing, nothing in this Agreement is or will be construed as:

a warranty or representation by MadLab as to the validity or scope of any copyright or other intellectual property rights in the Licensed Products;

an obligation to furnish any software, technology, or technological information other than the Licensed Products;

a warranty that the Licensed Products will operate uninterrupted or that it will be free from minor defects or errors (“Malfunctions”) that do not materially affect such performance, or that the applications contained in the Licensed Products are designed to meet all of Customer’s business requirements; or

an obligation on MadLab to correct Malfunctions that arise in any version of the Licensed Products delivered to Customer. MadLab does not warrant that any Malfunctions can or will be corrected or that MadLab will develop or provide Customer with any operations, capabilities or features not present in the version of the Licensed Products delivered to Customer under this Agreement.

2.) Intellectual Property Disclaimer.

The forms, agreements and documents within the Site or available through the Site may not be appropriate under the circumstances for any particular transaction. The specifics of a given situation may require provisions not contemplated in the forms or documents. Requirements for the validity of an agreement or form may also vary greatly from region to region. Laws change rapidly and may be interpreted differently in various jurisdictions. No representations, warranties or guarantees whatsoever are made as to the accuracy, currentness, completeness, adequacy, reliability, suitability or applicability of any form or document to a particular situation

3.) Legal Disclaimer.

Each form and document should be treated as a guide or starting point and should not be considered a substitute for professional legal analysis. The Site, as well as each form, agreement and document is licensed with the understanding and agreement that MadLab is not engaged in rendering legal, accounting or other professional services. If legal or other expert assistance is required, the services of a competent professional should be sought. User assumes all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use of any form, agreement or document and for the selection of a form, agreement or document to achieve User’s intended results.

4.) Liability Limitations.

The Customer agrees that regardless of the form of any claim the Customer may have under this Agreement or otherwise, MadLab’s aggregate liability for any damages to the Customer or to any other party shall not exceed the fees actually paid by that party to MadLab under this Agreement during the 12 month period immediately preceding the date of the claim. MadLab shall not be responsible for and will bear no liability for stoppages, slowdowns, performance problems and other problems that are the result of the Internet or the Customer’s telecommunication and Internet access providers. TO THE EXTENT ALLOWED BY APPLICABLE LAW, MadLab WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS RESULTING FROM THE USE OF THE LICENSED PRODUCTS AND SITE, OR ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR THE LIMITED WARRANTIES SET FORTH HEREIN, EVEN IF MadLab HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.) Security Disclaimer

MadLab will use rigorous and standard security practices to protect the Customer Data, including reasonable and adequate physical, administrative, and technical safeguards, but, due to nature of computer equipment and software and the Internet, MadLab cannot and does not guarantee the continual integrity or inviolability of Customer Data. Customer agrees and understands that services hereunder contain an element of risk, however small, of security or data failure. In the event of any actual or reasonably suspected unauthorized access of Customer Data in MadLab possession or control (each, a “Security Breach”), MadLab shall: (i) notify Customer as soon as reasonably practicable in writing of the Security Breach; (ii) perform a root cause analysis to determine the cause of the Security Breach; (iii) take appropriate measures to prevent such a Security Breach in the future; and (iv) cooperate with Customer, and if Customer so directs, with law enforcement personnel, as necessary to resolve the Security Breach and to comply with any reasonable third party notification requirements that may result from the Security Breach.

6.) MadLab Indemnity

Customer shall indemnify, defend and hold harmless MadLab, its respective directors, officers, employees, agents and contractors with respect to any claim, demand, cause of action, debt, liability, damages, costs or expenses, including reasonable legal fees and expenses, arising from any third party claim relating to: (i) Customer’s infringement of any intellectual property rights of any person or entity, including without limitation, patents, trade secrets, copyrights, trademarks, service marks, trade names; (ii) any failure by Customer to comply with any applicable laws, regulations, ordinances or directives of any government or quasi-governmental authority; (iii) any statement or misstatement contained in any documentation or materials provided to MadLab by Customer; (iv) any breach by Customer of any of the terms or conditions of this Agreement; (v) any negligent act or omission or willful misconduct on the part of Customer, its officers, directors, employees or agents; or (vi) any damages caused in whole or in part by an act or omission on the part of Customer. In the event that a potential or actual claim by a third party is raised which involves MadLab, Customer shall employ best efforts to cooperate with MadLab’s efforts to defend and/or resolve such claim, including without limitation, supplying any non-privileged documents that MadLab requests, providing access to Customer’s employees for purposes of interviewing them at MadLab’s offices in Vancouver, and in all other respects cooperating with MadLab’s efforts in regard to the claim.

7.) Customer Indemnity

Subject to Section 3.4 above, MadLab agrees to indemnify Customer, its, officers, employees, affiliates, assigns and agents from and against claims, demands, or causes of action, debt, liability, damages, costs or expenses, including reasonable legal fees and expenses, arising out of, or resulting specifically from an allegation that the intellectual property owned by MadLab utilized in the creation of the Licensed Products infringes upon the intellectual property rights of another person or entity. MadLab hereby releases, and shall defend, indemnify and hold harmless, Customer and their respective officers, agents and/or employees, from any and all claims, suits, or causes of action for damages, costs or expenses, including reasonable legal fees and expenses, arising out of or in any way connected with, or alleged to be arising out of any breach by MadLab of any of the terms or conditions of this Agreement, or otherwise arising out of any act or omission of MadLab.

4.) TERM AND TERMINATION

1. Initial Term and Renewal.

This Agreement will have an initial term commencing on the date shown above Customer’s signature on the Order Form, and ending on the first anniversary thereof (the “Initial Term”). This Agreement will thereafter renew automatically, on the same terms as this Agreement except for possible changes to pricing, on an annual basis.

2. Termination.

Despite section 4.1, this Agreement may be terminated in the following manner:

at the option of MadLab, if default shall be made in the due and punctual payment of any amount payable under this Agreement, when and as same shall become due and payable, and Customer does not remedy the default within 15 days after receiving written notice of it;

at the option of either party, if the other party materially defaults in the performance or observance of any of its obligations under this Agreement and does not remedy the default within 15 days after receiving written notice of it, provided that in the case of termination by MadLab hereunder during the Initial Term, Customer will remain liable for Fees on account of that entire Initial Term;

at the option of either party, if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; or

after the Initial Term, by either party upon 30 days written notice, delivered to the other party at its address provided, provided that no amounts previously paid to MadLab are refundable.

No Suspension. Notwithstanding anything to the contrary contained elsewhere herein, in no event nor for any reason shall MadLab suspend, interrupt, or terminate the availability of the Site or Licensed Products, or perform any other action that prevents, impedes, or reduces in any way Customer’s ability to use the Site and the Licensed Products unless: (i) authority to do so is granted by Customer or conferred by a court of competent jurisdiction; (ii) this Agreement has been terminated in accordance with Sections 4.2 (b), (c), or (d) and the transition assistance period described in Section 4.4 below has expired; or (iii) the Agreement has been terminated in accordance with Section 4.2(a).

Transition Assistance

Upon receipt or sending of any notice of termination or cancellation under Sections 4.2 (b), (c), or (d) , or upon any expiration or termination of this Agreement that occurs without such a notice (except under Section 4.2(a)), MadLab shall allow Customer to access and use the Licensed Products and the Site for a reasonable period of time (which shall in no event be less than 30 days after the effective date of such termination). During any such transition period, Customer will be obligated to pay MadLab for use of the Licensed Products and the Site in accordance with the payment terms in effect under this Agreement immediately prior to the termination or cancellation.

4.) GENERAL TERMS

1. Privacy and Security.

MadLab will keep all information pertaining to Customer’s nominated account, private and confidential and will not release it to any third party without Customer’s consent. All account information and Customer Data, including member data, is owned solely by Customer unless otherwise provided herein. Upon any expiration, termination, or cancellation of this Agreement, MadLab will promptly provide all Customer Data to Customer in a mutually agreed upon format and remove all copies of the Customer Data from MadLab’s servers; however, backup copies may exist due to secure backup procedures. Additionally, MadLab will, as part of its performance of maintenance services hereunder, as soon as reasonably practicable after Customer’s request deliver to Customer, in a mutually agreed upon format, a copy of all Customer Data, subject to ZEN PLANNER’s terms of use. Notwithstanding the terms of this section, the Customer authorizes MadLab to provide the Customer Data to ZEN PLANNER. Customer agrees to reimburse MadLab for any charges MadLab incurs from ZEN PLANNER for the exporting of Customer Data from Zen Planner to Customer.

2. Confidentiality.

Except for the pricing terms of this Agreement, which the parties shall perpetually keep confidential, and the Customer Data, which MadLab shall perpetually keep confidential, the parties agree, both during the term of this Agreement and for a period of 3 years after termination of this Agreement and of all licenses granted under this Agreement: (i) to hold in confidence information of a proprietary or non-public nature (“Confidential Information”) which is disclosed to it by the other; (ii) not to disclose or make each other’s Confidential Information available, in any form, to any third party; and (iii) not to use each other’s Confidential Information for any purpose other than as specified in this Agreement. In addition, each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents (who shall be entitled to have access to same only on a need-to-know basis) in violation of any provision of this Agreement.

3. Binding on Related Parties.

Customer will ensure that all users of the Licensed Products or Services under this Agreement, and MadLab will ensure that all of its subcontractors performing any aspect of the services hereunder, observe the terms of this Agreement.

4. Further Acts and Deeds.

The parties undertake to do all things and sign all documents necessary or useful to give full effect to the intent and provisions of this Agreement.

5. Privacy.

MadLab, its employees and officers will not access or use the data stored on the remote site hosted by MadLab except with the express prior consent of Customer, and in all instances its confidentiality will be respected.

6. No Assignment.

Neither party may assign this Agreement without the prior written consent of the other party; provided that either party may assign its rights and obligations hereunder (including, with respect to Customer, its right and license to use the Site and the Licensed Products) without such consent: (i) to any entity controlling, controlled by, or under common control with such party or (ii) pursuant to a merger, consolidation, or sale of substantially all of such party’s business or assets.

7. Binding on Successors.

This Agreement binds and is for the benefit of the parties and their successors and permitted assigns.

8. Arbitration.

The parties agree that all disputes regarding the interpretation or enforcement of this Agreement, will be submitted to binding arbitration by a single arbitrator to be agreed upon by the parties, pursuant to the Commercial Arbitration Act of the Province of British Columbia. The parties agree the arbitrator’s decision will be final and binding on the parties. The cost of any arbitration will be shared equally by the parties unless the arbitrator determines otherwise in his or her ruling.

9. Choice of Law. This Agreement and all proceedings relating thereto will be governed by the laws of the Province of British Columbia and Canada as applicable, and the parties hereby specifically attorn to said laws.

10. No Waiver of Terms.

The waiver by either party of any breach of this Agreement will not constitute a waiver of any subsequent breach of the same or any other provision.

11. Severability.

The invalidity or unenforceability of the whole or any part of any provision of this Agreement will not affect the validity or enforceability of any other provision or the remainder of such provision.

12. Counterpart Execution.

This Agreement may be executed in counterparts and delivered by scanning and emailing or by facsimile and such counterparts taken together will be deemed to constitute a single enforceable document.

13. Notice.

Any notice under this Agreement must be given in writing to the parties at the addresses and/or fax numbers given in the Order Form, and such notices will be deemed received on the date of actual receipt unless sent through the mail in which case they will be deemed received on the 7th day after sending, provided that any notice received on a non-business day of the recipient will be deemed received on the next business day.

14. Links to Other Websites.

This site may contain links to other Web sites. MadLab is not responsible for the content, accuracy, or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by MadLab. Inclusion of any linked Web site does not imply approval or endorsement of the linked Web site by MadLab. If the User decides to leave the Site and access these third party sites, the User does so at its own risk.